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Exhibit 4.5

                            CONSORTEUM HOLDINGS, INC.

               2009 PROFESSIONAL SERVICES STOCK COMPENSATION PLAN

     THIS PROFESSIONAL SERVICES STOCK COMPENSATION PLAN, adopted by the Board of
Directors of Consorteum Holdings, Inc. (the "Company") this 17th day of
December, 2009

                                    RECITALS:

A. The Company has been experiencing working capital shortages and it is
necessary and desirable for the Company to have a plan which will permit the
Company to compensate professional services providers with shares of the
Company's Common Stock in lieu of cash.

B. The Company desires to give its Board of Directors the ability to compensate
professional service providers (e.g. attorneys) with shares of the Company's
Common Stock.

NOW, THEREFORE, in order to carry out the foregoing purposes, the Board of
Directors of the Company hereby adopts this 2009 Professional Services Stock
Compensation Plan (this "Plan"), as follows:

                                     PART I

                                    THE PLAN

1. General. This Plan encompasses the grant by the Company's Board of Directors
of shares of the Company's Common Stock. If the Board of Directors shall
determine to issue shares of Common Stock, it shall do so within the terms and
conditions of Part II.

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2. Total Number of Shares under Plan. The total number of shares issuable
pursuant to this Plan, shall be limited to Ten Million (10,000,000).

3. Term of Plan. The term of this Plan shall commence December 16, 2009, the
date adopted by the Board of Directors of the Company, and shall end on December
15, 2015, five (5) years from the commencement date.

4. Amendment of the Plan. The Board of Directors of the Company may from time to
time alter, amend, suspend or discontinue this Plan, or any part hereof, and
make rules for its administration.

5. Grants of Shares Discretionary. The granting of shares of Common Stock under
this Plan shall be entirely discretionary with the Company's Board of Directors
(or any committee appointed by the Board of Directors as provided in this Plan
and nothing in this Plan shall be deemed to give any officer, manager, employee,
consultant, professional or advisor any right to participate in this Plan or to
receive shares.

                                     PART II

                         COMMON STOCK COMPENSATION PLAN

1. Purpose. The purpose of this Plan is to provide compensation in the form of
Common Stock of the Company, in lieu of cash, to eligible professional service
providers that have previously rendered services or that will render services
during the term of this Professional Services Compensation Plan.

2. Administration. (a) This Plan shall be administered by the Board of Directors
which may from time to time issue orders or adopt resolutions, not inconsistent
with the provisions of this Plan, to interpret the provisions and supervise the
administration of this Plan. The Company's President and Chief Financial Officer
shall make initial determinations as to which consultants, professionals or
advisors will be considered to receive shares under this Plan, and will provide
a list to the Board of Directors. All final determinations shall be by the
affirmative vote of a majority of the members of the Board of Directors at a
meeting called for such purpose, or reduced to writing and signed by a majority
of the members of the Board. Subject to the Company's Bylaws, all decisions made
by the Directors in selecting eligible consultants, professionals or advisors,
establishing the number of shares, and construing the provisions of this Plan
shall be final, conclusive and binding on all persons including the Company, its
shareholders, employees and eligible consultants, professionals and advisors.

(b) The Board of Directors may from time to time appoint a Part II Compensation
Committee, consisting of at least one Director and one officer, none of whom
shall be eligible to participate in the Plan while members of the Committee. The
Board of Directors may delegate to such Committee the power to select the
particular consultants, professionals and advisors that are to receive shares,
and to determine the number of shares to be allocated to each such recipient.

(c) If the SEC Rules and or regulations relating to the issuance of Common Stock
under a Form S-8 should change during the term of this Plan, the Board of
Directors shall have the power to alter this Plan to conform to such changes.


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3. Eligibility. Shares shall be granted only to professional service providers
who render services that are within those classes for which Form S-8 is
applicable.

4. Shares Subject to the Plan. The total number of shares of Common Stock to be
granted pursuant to this Plan on and after the commencement date of the Plan
shall not exceed Ten Million (10,000,000) shares of the Company's Common Stock.

                                    PART III

                                     GENERAL

1. Governing Law. All grants of shares of Common Stock under this Plan shall be
deemed to be made in Nevada and all disputes arising hereunder shall be governed
and controlled by the laws of Nevada. In the event of any litigation arising
from any grant of Common Stock under this Plan, jurisdiction and venue of any
such litigation shall be in the state and/or federal courts in Nevada. Any
person receiving shares hereunder shall be deemed to have agreed to such
provisions.

2. Benefits. This Plan shall be for the benefit of the Company and its
stockholders and no potential grantee or his/her/its personal representatives,
successors and, where applicable, assigns, shall have any rights, powers,
licenses, claims or other interest herein unless and until shares of Common
Stock are issued to any such grantee hereunder.

3. Paragraph Headings. The paragraph headings in this Plan are inserted for
convenience and identification only and are in no way intended to define or
limit the scope, extent, or intent of this Plan or any of the provisions hereof.

4. Interpretation. It is the intent of the parties that this Agreement shall be
construed and interpreted, and that all questions arising hereunder shall be
determined in accordance with the provisions of the laws of the State of Nevada
without giving effect to any applicable conflicts of law principles.

                            CERTIFICATION OF ADOPTION
                             (by Board of Directors)

     The undersigned, being all of the members of the Board of Directors of
Consorteum Holdings, Inc. hereby certify that the foregoing 2009 Professional
Services Stock Compensation Plan was adopted by a unanimous vote of the Board of
Directors on December 17, 2009.


                                             /s/ James D. Beatty
                                             -----------------------------------
                                             James D. Beatty, Chairman


                                             /s/ Craig A. Fielding
                                             -----------------------------------
                                             Craig A. Fielding, Director


                                             /s/ Quentin Rickerby
                                             -----------------------------------
                                             Quentin Rickerby, Director